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<br />5. Indemnification.
<br />
<br />a. City shall defend, indemnify, and hold harmless District and District's
<br />governing Board, officers, employees, and agents, from and against any and all
<br />claims, actions, liability, damage, loss, or obligations including all costs,
<br />demands, expenses, and attorney's fees, arising out of the negligent acts, negligent
<br />omissions, or willful misconduct of City, its officials, employees, or agents,
<br />related to City's performance of City's obligations under this Agreement and
<br />City’s use of the Joint Use Facilities.
<br />
<br />b. District shall defend, indemnify, and hold harmless City, and City’s
<br />officials, employees, and agents, from and against any and all claims, actions,
<br />liability, damage, loss, or obligations including all costs, demands, expenses, and
<br />attorney’s fees, arising out of the negligent acts, negligent omissions, or willful
<br />misconduct of District, its governing Board, officers, employees, or agents,
<br />related to District’s performance of District’s obligations under this Agreement
<br />and District’s use of the Joint Use Facilities.
<br />
<br />c. Neither City nor District shall be liable to the other for liability that arises
<br />out of the sole negligence or willful misconduct of the other.
<br />
<br />6. Assignment. Neither Party may assign its rights or delegate its duties
<br />pursuant to this Agreement.
<br />
<br />7. Previous Agreements. This Agreement supersedes and replaces all
<br />previous agreements by and between City and District as pertains to the use of the
<br />Facilities.
<br />
<br />8. Modifications. The terms and conditions of this Agreement may be
<br />modified or changed only by written mutual consent of the Parties.
<br />
<br />9. Notices. Any notice that either party desires to or is required to give to the
<br />other Party or any other person shall be in writing and either served personally or
<br />sent by prepaid first-class mail. Such notices shall be addressed to the other Party
<br />at the address set forth below. Either Party may change its address by notifying
<br />the other Party of the change of address. Notice shall be deemed communicated
<br />within seventy-two (72) hours from the date of mailing, if mailed as provided in
<br />this paragraph.
<br />
<br />To CITY: To DISTRICT:
<br />Gerry Beaudin David Haglund
<br />City Manager, City of Pleasanton Superintendent, P.U.S.D.
<br />123 Main Street 4665 Bernal Avenue
<br />Pleasanton, CA 94566 Pleasanton, CA 94566
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